Dealer Application. Legal Name of Business: DBA: Billing Address: City: State: Zip: Website: e-commerce? Y N % of Business Online:

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1 Dealer Application Legal Name of Business: DBA: Billing Address: City: State: Zip: Type of Business: Sole Proprietor Partnership Corporation LLC Federal Tax ID# (or SS# if Sole Proprietor): Website: e-commerce? Y N % of Business Online: Number of Years in Business: Years at Current Address: Total Annual Sales: Number of Locations: Number of Locations to carry TerraTrike: Predicted annual sales of TerraTrike: Predicted opening order amount: Square footage of showroom: Number of certified mechanics on staff: Other brands sold: Shipping Address (attach separate sheet if multiple): Contact Information: Owner/Principal: Phone: Buyer: Phone: Main Contact: Phone: (if different than above) What you need to submit with this Application: Attach copy of Resale Certificate Attach copy of Certificate of Liability Insurance Fill out electronically, e-sign (pg. 5) and save the entire document to your computer with your shop name in the title. Then, it to dealersales@terratrike.com For Internal Use Only: Full-line Stocking Dealer Non-Stocking Dealer Accessory-Only Dealer 1

2 Those signing this agreement individually and/or on behalf of the Dealer agree as follows: WizWheelz and TerraTrike are the same entity, WizWheelz Inc. is the corporation name and TerraTrike is the brand name of its trikes and accessories. 1. Authorized Dealers: In order to qualify for dealer pricing for resale purposes of TerraTrikes and/or accessories, a business must be an authorized WizWheelz, Inc. (The Company) Dealer. A Dealer must complete all information requested, have an authorized representative execute this agreement and be approved by The Company to become an authorized dealer. The Company has the absolute discretion to determine what businesses shall be approved or rejected for any reason. You will receive notification if you have been approved which will be considered execution of this agreement by The Company. 2. Revocation of Authorized Dealer Status: The Company may revoke the authorization to resell its products at any time for any reason. The Company shall have the right, but not the obligation, to buy back at Dealer Cost, subject to condition, any products purchased from The Company that are part of Dealer s inventory at the time of termination. Upon termination, all references to Company products on any websites or advertisements controlled by the Dealer shall be removed within 60 days or other agreed upon time and the Dealer shall not place any additional print, media, internet or other advertisement of Company products. 3. Minimum Advertised Price (MAP): TerraTrikes may not be advertised below MAP except in the case of discontinued products. Discounting of current model TerraTrikes and/or custom TerraTrikes that are similarly equipped to current models is not allowed. Customized products are subject to the same MAP policy and must be priced appropriately in accordance with the spirit of The Company s policies. Advertising discounts of non-trike products can be done locally for special promotions but must not affect other TerraTrike dealers except in the case where The Company offers an incentive to all dealers. The Company has the right to approve or disapprove any price difference from MAP for accessories or customized trikes. 4. Assembly: In most cases, TerraTrikes are shipped unassembled in kit form to the authorized Dealer only. Product must be properly assembled and test ridden by a certified professional bike mechanic before customer takes delivery. Dealers are prohibited from selling unassembled TerraTrikes. For non-stocking dealers, trikes will be shipped to the Dealer fully assembled. 5. Dealer Shipping: Without specific pre-authorization, no dealer is allowed to ship TerraTrikes, assembled or in kit form, to any customer or end user. The only exception is shipping to another authorized Dealer as approved by The Company. The Company is the only entity authorized to ship TerraTrikes to individual consumers or dealers. A dealer found to be in violation of this shipping policy in any form will breach this agreement and potentially lose their dealership. 6. Store Front: Authorized Dealers must maintain a brick and mortar store front where customers may view, test ride and purchase Company products. All representatives of the Dealer must maintain exemplary customer service while representing The Company and its products. It is the sole responsibility of the Dealer to maintain regular business hours and acceptable standards of appearance, cleanliness, mechanical ability, product knowledge, assembly and maintenance at all times. 7. Dealer Types: Full-line Stocking Dealer, Non-stocking Dealer, Accessory-only Dealer Dealers must meet the following requirements on an ongoing basis to maintain Full-line Stocking Dealer status: a. Display 3 trikes in the showroom in clean, working condition and ready for customers to test ride. b. Maintain $6000/year in wholesale trike purchases. c. Employ a mechanic with NBDA recognized certification who has also been TerraTrike University certified. 8. Certificate of Liability Insurance: Dealers must maintain a current Certificate of Liability Insurance on file with The Company. 9. Territory: The Company does not offer Dealers protected territory. However, we recognize the commitment, potential, drive and performance of our Dealers as valuable assets. 10. Payment: The Company offers several options for payment; PIA (pay in advance), ACH (Automated Clearing House Auto Pay) and Net Credit Terms. Payment may be made by credit card, company check, certified check, ACH or money order. International Dealers, except those located in Canada, are required to use wire transfers as method of payment for all orders. a. Credit Card i. The Company must maintain a current card use agreement form on file from each Dealer. ii. Cards will be charged at time of shipping. An order will not be released for fulfillment until pre-authorization has been made. Orders that are awaiting pre-authorization will be canceled after 48 hours. b. Credit i. Receiving credit terms is a privilege not to be taken lightly. The Company shall have full and final discretion as to whether Credit and associated terms are extended to the Dealer and the terms for same. Credit will be revoked if abused or at any time The Company deems necessary. ii. Accounts are considered late the 1st day following the due date posted on the invoice. Late accounts will be put on immediate hold and finance charges will begin to accumulate at 1.5% monthly on the remaining balance. The Company shall be the owner of any unpaid product and/or have a purchase money lien until it is paid for in full. iii. If an account is delinquent and no arrangements for payment have been made, The Company may terminate the dealer, repossess the product, and/ or commence collection proceedings. Dealer shall pay all costs of collection including actual costs and attorney fees. c. Credit Limits i. Limits will be placed on accounts based on credit and history. ii. Accounts must be paid down before any new orders ship if those orders exceed the credit limit. iii. Limits may increase as good history is established in an effort to encourage the growth of the brand. iv. Communication and timely payments are the keys to maintaining a good credit line. If problems arise the first step should be to communicate with The Company s accounting department. 2

3 11. Backorder Policies: Once a back ordered item becomes available it will immediately be shipped and invoiced without prior notification. Back orders will be carried indefinitely unless The Company is otherwise notified. 12. Shipping: The Company uses small parcel and freight carriers as well as the US Postal Service. All orders are FOB Grand Rapids, MI. C.O.D. shipments carry extra charges from the carrier and are the responsibility of the dealer. International shipments are quoted 1 week prior to the ship date, to insure the most current rates. Any taxes, duties, tariffs or fees are the responsibility of the consignee and are not quoted by The Company. Some carriers may act as the customs broker if the consignee does not provide one. If in question, contact The Company. 13. Damage/Shortage Claims: If an order has obvious shipping damage, the shipment should be refused and The Company should be notified. As an alternative, if an order with missing or damaged items is received by the Dealer, the Dealer must notify the Company within 5 days of delivery in order to file a claim. In many cases, photo documentation is helpful in the event a damage claim needs to be made. 14. Warranty: While Dealer is an authorized dealer, Dealers shall handle all warranty claims regarding The Company s products sold by Dealer. Dealer must inform The Company immediately of a claim and take no action until it receives instruction from The Company. If the claim is found warrantable, The Company will provide any necessary replacement parts and Dealer will be responsible to timely replace same. Dealer must not withhold any pertinent information on warranty claims. Upon discovery of undisclosed relevant information, Dealer will be held responsible and billed for said parts and any other cost or damage to The Company. 15. Return Authorization (RA): Any products being returned to The Company must have an assigned RA#. Dealer will need to call or the dealer sales department to obtain a number. There are two options for returning defective parts: a. In order for a replacement part to ship immediately, Dealer will be charged in full. Upon receiving the part within 15 business days, a credit on the Dealer s account will be issued. Dealers with terms must have a credit card on file which will be charged after 15 days if The Company has not received the defective merchandise. b. The item may be returned and a replacement sent upon receipt. Note: this option will cause additional delays. The Company reserves the right to adjust price/ charge for the returned items if they are not in the same condition as described by the Dealer. 16. Restocking Fee: Returns are subject to a 15% restocking fee. Cancellations of orders are subject to a 15% restocking fee if the order has been released for fulfillment. 17. Customer: Dealers must maintain a database containing each TerraTrike purchaser s contact information, purchase date and product purchased. Dealer shall forward this database to The Company upon request. 18. Privacy: The Company puts a great deal of trust in the Dealer by releasing customer information to them. The Dealer shall respect the privacy of the customer and not abuse or violate any anti-spam laws. Customer information is intended for the express use of the dealer only and may not be sold or distributed in any manner. 19. Marketing: Any dealer abusing the Lead Generation Tool by selecting zip codes well outside their area or next to another dealer could lose this privilege. The Company reserves the right to remove, change or reassign any zip code for any reason and without notice. 20. Independent Contractor: It is expressly understood and agreed that Dealer is an independent contractor and that neither Dealer nor Dealer s employees or contract personnel are, or shall be deemed to be, employees of The Company. Dealer agrees to and represents the following: a. Dealer has the right and does fully intend to perform services for third parties during the term of this Agreement. b. Dealer has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed. c. Dealer has the right to perform the services required by this Agreement at any place or location and at such times as Dealer may determine. d. Dealer has the right to hire assistants as subcontractors, or to utilize employees. e. The services required by this Agreement may be performed by Dealer, Dealer s employees or subcontractors. The Company will not be hiring, supervising, or paying any assistants to help Dealer. f. Neither Dealer nor Dealer s employees or contract personnel shall receive any training from The Company in the professional skills necessary to perform the services required by this Agreement. g. Neither Dealer nor Dealer s employees or contract personnel shall be required by The Company to devote full time to the performance of the services required by this Agreement. A Dealer and its employees are not employees of The Company and are not eligible for any fringe benefits, workman s compensation insurance, or unemployment compensation through The Company or under its name. 21. Indemnification: Dealer shall indemnify, defend, and hold harmless The Company from and against all lawsuits, liabilities, damages and claims or any other proceeding brought against The Company by any third party, and all related costs and expenses (including reasonable attorneys fees and disbursements and costs of investigation, litigation, settlement, judgments, interest and penalties), arising from or in connection with any of the following: a. Any breach of this Contract, negligence, or intentional tortuous act by Dealer, any of its sub-contractors, or by those under the control of Dealer or its subcontractors. b. The death or bodily injury of any person or the damage, loss or destruction of any real or personal property in connection with the performance of this Contract or the sale of TerraTrikes by Dealer, or any of its subcontractors, or by anyone else for whose acts any of them may be liable. c. Any act or omission of Dealer or any of its subcontractors in their capacity as an employer resulting in a labor claim by any employee thereof. d. Any claim, demand, action or legal proceeding against The Company arising out of or related to occurrences, if any, that Dealer is required to insure against as provided in this contract. 3

4 22. Claims by Employee or Subcontractor: In any and all claims against The Company by any employee of Dealer or any of its subcontractors, the indemnification obligation under the Contract shall not be limited in any way by the amount or type of damages, compensation or benefits payable by or for Dealer, or any of its subcontractors under worker s disability compensation acts, disability benefits acts, or any other employee benefits acts. This indemnification clause is intended to be comprehensive. Any overlap in sub-clauses, or the fact that greater specificity is provided as to some categories of risk, is not intended to limit the scope of indemnification under any other sub-clause. 23. Term of Indemnification Obligations: The duty to indemnify will continue in full force and effect, not withstanding the expiration or early cancellation of this Agreement, with respect to any claims based on facts or conditions that occurred before expiration or cancellation. 24. No Partnership: This Agreement does not create a partnership relationship. Dealer does not have authority to enter into contracts or agreements on behalf of The Company. 25. Right to Specific Performance: The parties acknowledge that a breach of this agreement or related documents will cause severe and irreparable injury to the other party and that such injury may not be adequately compensated for by money damages. Accordingly, in the event of a breach (or threatened or attempted breach) of this agreement, the aggrieved party shall, in addition to any other rights and remedies, be entitled to immediate appropriate injunctive relief, or a decree of specific performance of this agreement, without the necessity of showing any irreparable injury or special damages. 26. Survival of Representations and Agreements: All representations and agreements made by the parties pursuant to this Agreement shall survive the consummation of the transactions contemplated by this Agreement, without limitation as to time. 27. Notices: Any notice required by this contract may be given in any of the following ways: by personal service on the party; by depositing such notice in the United States Post Office with postage fully prepaid by first class mail, addressed to the party s last known address; or to such other address as notified by the party; by delivering such notice on the premises to an employee or to a member of the family or household of the party, of suitable age and discretion with a request that the notice or demand be personally delivered to the party; via or other electronic means with confirmation of receipt; to any facsimile number provided by the party or the Company may also serve notice on Dealer by publication in a newspaper located in the county of the Dealer s last known address. Any notice to The Company shall also be provided to David M. Byrne, Attorney at Law, 28 West Main Street; Suite E; Fremont, MI Invalid Provisions: If any provision of this Agreement is held to be invalid, the remainder of this Agreement shall not be affected thereby. 29. Assignment: A Dealer may not transfer, assign, and/or sell its interest in this agreement. Any change of ownership interests of the Dealer entity shall be reported in writing to and approved by The Company. If The Company determines that there has been a material change in ownership or operation, The Company shall have the right to terminate this agreement. Not limiting The Company s ability to determine that there is a material change in ownership or operation, a material change shall be any change in ownership of 51% or more. 30. Parties Benefited: This Agreement shall inure to the benefit of, and be binding on, the named parties and their respective successors, or heirs, and permitted assigns, but not any other person. 31. Entire Agreement: This Agreement and all attached documents, schedules, or exhibits (if any) represent the entire understanding and agreement between the parties with respect to the subject matter and supersede all prior agreements or negotiations between the parties. This Agreement may be amended, supplemented, or changed only by an agreement in writing that makes specific reference to this Agreement or the agreement delivered pursuant to it, and must be signed by the party against whom enforcement of any such amendment, supplement, or modification is sought. 32. Choice of Law: This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Michigan. Any dispute regarding this agreement or conduct related to same, shall be brought in the appropriate court in Kent County, Michigan. 33. Construction of Agreement: Each Party has reviewed and revised this Agreement and has had equal opportunity for input into this Agreement. Neither Party nor their respective legal counsel shall be construed to be the drafter or primary drafter of this Agreement. In the event of any dispute regarding the construction of this Agreement or any of its provisions, ambiguities or questions of interpretation shall not be construed more in favor of one Party than the other; rather, questions of interpretation shall be construed equally as to each Party. 34. Revisions: The Company may alter the terms of this agreement from time to time. Any Company products ordered after the Dealer receives notification of the change in terms shall be subject to the terms as revised. All specifications and pricing are subject to change at any time at the sole discretion of The Company. The terms of this agreement are further subject policies and procedures as communicated to Dealer from The Company from time to time. 4

5 By e-signing this Agreement, the Dealer and/or Authorized Person(s) agree to the terms as stated. Legal Name of Dealership and/or DBA: Primary Address of Dealership: e-signature: I Accept Title: Date: e-signature: By typing your name in the e-signature box and checking the I Accept box, you are signing this Agreement electronically. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. By selecting I Accept you consent to be legally bound by this Agreement s terms and conditions. 5